Widespread’s Asian Minerals advises prospective shareholder changes
/New Zealand Exchange Limited
P.O. Box 2959
Wellington
2 March 2012
Dear Sir,
Widespread’s Asian Minerals advises prospective shareholder changes
Asian Mineral Resources (“ASN”) is one of Widespread’s largest investments. This shareholding (presently held at independent valuation based on our share of net assets) represents 18.2% of Widespread’s total assets.
ASN made the announcement below in Canada a few hours ago concerning prospective shareholding changes. If these proceed (they are subject to due diligence) ASN may be in a significantly better position than it has been for at least the last two years as the new major shareholder will bring management expertise and improved access to funding to the table.
This is a significant development for both ASN and for Widespread Portfolios. Pala Investments (potentially the new major shareholder) is in the business of investing in minerals companies that need assistance and providing the tools that lead to value generation.
For and on behalf of the Board,
Chris D Castle
Seattle
2 March 2012
Suite 2500, 120 Adelaide Street West
Toronto, Ontario
M5H 1T1 CANADA
Telephone: (416) 360-3412
Email: info@asianminres.com#9 Nguyen Hong Road
Ba Dinh District
Hanoi, VIETNAM
Telephone: +84 4 3773 7997
Facsimile: +84 4 3773 7996
ASIAN MINERAL RESOURCES LIMITED ANNOUNCES STRATEGIC INVESTMENT BY PALA INVESTMENTS HOLDINGS LIMITED
Toronto, Ontario – March 1, 2012. Asian Mineral Resources Limited ("AMR" or the "Corporation") (ASN-TSX Venture) announced today that it has entered into a subscription agreement (the “Subscription Agreement”) with Pala Investments Holdings Limited ("Pala") whereby Pala will, subject to the satisfaction of certain conditions precedent, purchase 71,666,667 units (“Units”) for total consideration of CDN$4,300,000. Each Unit will consist of one common share of the Corporation and one-half of a common share purchase warrant (“Warrants”) with each whole Warrant carrying the right to purchase one common share at an exercise price of $0.10 for a period of five years commencing on the closing date of the transaction. Concurrently, Pala has entered into a share purchase agreement (the “Share Purchase Agreement”)with Mellford Pte. Ltd. and Sword Investments Private Limited, who are affiliates of the Tecity group, to purchase from them 49,481,600 issued common shares at $0.06 a share, for an aggregate purchase price of CDN$2,968,896. The completion of the subscription for Units of AMR and the acquisition of the AMR shares pursuant to the Share Purchase Agreement are each conditional on completion of the other. Following the completion of these transactions Pala will own 121,148,267 common shares representing 44.1% of the Corporation's outstanding share capital (50.3% on a fully diluted basis after giving effect to the full exercise of the Warrants).
Concurrent with the completion of these transactions, the Corporation and Pala will also enter into an Investor Rights Agreement pursuant to which Pala will have pre-emptive rights to subscribe for additional securities of the Corporation and the right to designate two board nominees provided Pala holds 10% or more of the outstanding shares of AMR.
Pala is a multi-strategy investment company dedicated to investing in, and creating value across the mining sector in both developed and emerging markets. Mr. Jan Castro, Chief Executive Officer of Pala Investments AG, exclusive investment advisor to Pala, stated, “Pala is excited to support AMR in the continued development of the Ban Phuc Nickel/Copper Project in Vietnam. Pala looks forward to working with AMR and AMR’s other shareholders to enhance shareholder value as the Ban Phuc Project progresses."
Mr. Robin Widdup, Director of AMR, stated, "Our Board and management have been working hard for the past year to deliver a transaction that will enable AMR to complete the Ban Phuc Project and exploit the further potential that exists in the area covered by the Ban Phuc Project investment certificate. We believe that Pala brings the necessary technical, operational and financial expertise to support this objective while this transaction allows AMR’s shareholders to continue participating in potential upside from the development of Ban Phuc."
Concurrent with the above transactions, Pala has also entered into:
· a Right of First Refusal Agreement with Malaysia Smelting Corporation Berhad ("MSC"), which is also a Tecity affiliate, whereby MSC has granted Pala a right of first refusal over MSC's shareholding in the Corporation (currently 31,297,661 shares representing 15.4% of the outstanding shares);
· a Voting and Support Agreement with MSC whereby MSC is unconditionally obligated to vote its shares in favour of the transaction provided for in the Subscription Agreement and is prohibited from disposing of any of its shares or engaging in activities in furtherance of a transaction whereby a third party would acquire any shares of the Corporation; and
· a Voting and Support Agreement with Asian Lion Limited whereby Asian Lion is unconditionally obligated to vote its shares in favour of the transaction provided for in the Subscription Agreement and is similarly prohibited from engaging in activities in furtherance of a third party transaction.
Pala is entitled to conduct due diligence until April 4, 2012 and to be paid a break fee of CDN$600,000 if AMR enters into a transaction with a third party or fails to obtain regulatory or shareholder approval for the transaction. The transaction has an outside closing date of July 6, 2012 and is subject to obtaining required regulatory approvals and approval by AMR’s shareholders to be sought at a Special Shareholder Meeting. The Subscription Agreement has been posted on SEDAR at www.sedar.com.
Company Profile:
Asian Mineral Resources Limited is developing the Ban Phuc Nickel/Copper Project in Vietnam, a 5 hour drive north-west of Hanoi, in which it has a 90% interest.
For further details on the Company and the Project, please refer to the website at www.asianminres.com or contact:
Paula Kember, CFO
120 Adelaide Street West, Suite 2500
Toronto, ON M5H 1T1
T: 416 360 3412
F: 416 367 1954
#9 Nguyen Hong Road
Ba Dinh District, Hanoi
Viet Nam
T: +84 4 3773 7997
F: +84 4 3773 7996
Forward-Looking Statements
This press release includes certain "Forward-Looking Statements." All statements, other than statements of historical fact, included herein, including without limitation, statements regarding completion of the transactions described in this press release and the achievement of expected benefits, potential mineralization and reserves, exploration results and future plans and objectives of Asian Mineral Resources Limited are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Asian Mineral Resources Limited’s expectations are disclosed under the heading "Risk Factors" and elsewhere in Asian Mineral Resources Limited documents filed from time-to-time with the TSX Venture Exchange and other regulatory authorities.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
